Lealea Hotels & Resorts : On behalf of the subsidiary The Richforest Hotel Company Limited board of directors announced the approval of the simplified merger with the parent company.

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Provided by: LEALEA HOTELS & RESORTS CO., LTD.
SEQ_NO	2	Date of announcement	2022/08/11	Time of announcement	16:45:42
Subject	On behalf of the subsidiary The Richforest Hotel Company Limited board of directors announced the approval of the simplified merger with the parent company.
Date of events	2022/08/11	To which item it meets	paragraph 11
Statement	1.Type of merger and acquisition (e.g.merger, spin-off , acquisition, or share transfer): Merger 2.Date of occurrence of the event:2022/08/11 3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger, newly established company in a spin-off, acquired company, or company whose shares are transferred): LEALEA HOTELS & RESORTS CO., LTD (Surviving company) THE RICHFOREST HOTEL CO., LTD. (Company Eliminated) 4.Trading counterparty (e.g., name of the other company participating in the merger, company spinning off, or trading counterparty to the acquisition or share transfer): LEALEA HOTELS & RESORTS CO., LTD 5.Relationship between the trading counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), explanation of the reasons for the decision to acquire from or transfer shares to an affiliated enterprise or related party, and whether it will affect shareholders' equity: The parent company holds 100% of the company's shares, so the merger will have no impact on shareholders' equity. 6.Purpose of the merger and acquisition : In order to improve business synergy, reduce business management and operating costs, it is proposed to conduct a simple merger in accordance with Article 19 of the Business Mergers and Acquisitions Act. 7.Anticipated benefits of the merger and acquisition : Simplify organizational structure and make the most beneficial resource planning and utilization. 8.Effect of the merger and acquisition on net worth per share and earnings per share: The organizational reorganization of the same group has no significant impact. 9.Share exchange ratio and calculation assumptions: LEALEA HOTELS & RESORTS CO., LTD holds 100% of the company's shares, which should be cancelled on the merger base date according to law, so there is no need to issue new shares for this merger. 10.Whether the CPA, lawyer or securities underwriter issued an opinion on the unreasonableness regarding the transaction: NA 11.Name of accounting, law or securities firm: NA 12.Name of CPA or lawyer: NA 13.Number of CPA or lawyer license: NA 14.Estimated date of completion: Merger base date: tentatively scheduled for September 1, 2022 15.Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company: After the merger base date, the elimination of the company's assets and liabilities and all rights and obligations shall be borne by the surviving company in accordance with the law. 16.Basic information of companies participating in the merger: Both LEALEA HOTELS & RESORTS CO., LTD and THE RICHFOREST HOTEL CO., Limited main business is hotel management. 17.Matters related to the spin-off (including estimated value of the business and assets planned to be transferred to the existing company or new company.The total no.of shares to be acquired by the spun-off company or its shareholders, and their respective types and no.Matters related to the reduction, if any, in capital of the spun-off company) (note: not applicable for announcements unrelated to spin-offs): NA 18.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition :NA 19.Other important terms and conditions:None. 20.Any objections from directors to the transaction:NO 21.Is it related to new business model?: No 22.Explanation of new business model: NA 23.Transactions with the counterparty for the past one year and the next year: NA 24.Source of funds: NA 25.Any other matters that need to be specified: None